Under the Hong Kong Companies Ordinance, a company in Hong Kong is required to appoint at least one director who is a natural person, as well as a company secretary. If a company has only one director, that sole director may not also be the company secretary.

There is no requirement for board meetings to be held in Hong Kong and directors may be resident anywhere in the world. There is also no requirement for shareholders to be Hong Kong residents. Board meetings can be conducted via digital media. A sole shareholder can be a director of the company.

Sovereign provides directors for many of the companies that we incorporate in order to ensure that their affairs can be properly managed and controlled from their place of incorporation. This service is often combined with our other company management and/or our domiciliation services.

Sovereign directors are experienced and knowledgeable individuals, who understand the needs of corporate structures. Before any of our directors can be appointed, we need to have a thorough and comprehensive understanding of the company and its business, as well as the reason that our services are required.

Our directors are required to meet their directors’ duties, which require them to exercise independent judgment. It is a condition of any appointment that the director(s) are able to exercise their independent judgement and are fully involved in any decision.

Please take the following points into account when considering the appointment of a professional director:

  • Tax residency – Most countries deem a company to be a tax resident in the jurisdiction in which it is centrally, or effectively, managed and controlled. By appointing a Hong Kong professional director, your company will be managed and controlled from Hong Kong and will therefore enjoy the tax benefits under Hong Kong’s double tax treaties. Equally, if the intention is to mitigate taxation of the Hong Kong Company by your home country, or in Hong Kong itself, offshore professional directors will be required to ensure that central management and control is indeed offshore.
  • Compliance with local regulations – An experienced professional director such as Sovereign, will ensure that your company remains in full compliance with all local regulations.
  • Focus on essential activities – Foreign companies frequently create a Hong Kong branch office or subsidiary in order to facilitate business development in the Asia region. If the company’s fiscal and administrative affairs are managed by a professional director, your employees will be free to focus on external business opportunities.